TUSCALOOSA, Ala. — Former Alabama quarterback Blake Sims can still remember the feeling of that November night back in 2014, when he and the offense were standing on the field in overtime at LSU. With his mind and heart racing, and the roar of the Tiger Stadium crowd ringing in his ears, he shot a glance toward the sideline and Coach Nick Saban.

Less than 24 hours earlier, first-year offensive coordinator Lane Kiffin had come up with the play Sims was about to run — a daring empty set formation in which the offensive tackle, Cam Robinson, would split out wide as a receiver and a 305-pound reserve tight end, Brandon Greene, would masquerade as an offensive lineman.

The play’s name doubled as a sort of warning: Oh S—.

“Oh s—,” Kiffin had warned Sims and the rest of the offense in their team meeting the night before, “if this doesn’t work guys, Coach Saban is going to kill me on national TV.”

No blood was shed. LSU didn’t pick up on the fact that Greene was actually an eligible receiver as he took off down the middle of the field after the snap and hauled in a 24-yard reception on the first play of overtime, leading to a 20-13 Alabama victory.

“We all would have gotten our asses ripped if that play would have gone bad, not just Coach Kiffin,” said Sims. “But that’s the way Coach Kiffin rolls. He wasn’t afraid to take chances, and Coach Saban wasn’t afraid to take a chance on him … and you see what that’s led to.”

Much like that play, the pairing of Saban and Kiffin was high-risk at the time and genius in hindsight. And it has now come full circle, as Kiffin returns to Bryant-Denny Stadium to lead his No. 12 Ole Miss Rebels against Saban’s No. 1 Crimson Tide on Saturday.

But for the full story of how Alabama transitioned from ground-and-pound, game-manager-QB Alabama to high-flying, first-round-QBs-and-Heisman-winning-receiver Alabama, you have to start at the beginning, when the sport’s most accomplished head coach took a chance on the game’s most controversial.

“I remember him saying, ‘I feel like our offense is a Lamborghini, but it’s headed off a cliff,’ meaning we’ve got these great players, but are behind the times in what we’re doing,” said Kiffin, recalling their first meeting after he was hired. “So we needed to change directions.”

When Auburn‘s Chris Davis caught a missed field goal and returned it more than 100 yards for a game-winning score against Alabama in the 2013 Iron Bowl, it did more than dash any hope the Crimson Tide had of winning a third straight national title. It was the final signal to Saban that his program, despite its massive success, was beginning to grow outdated offensively.

While Auburn, Ole Miss and Texas A&M were using tempo and spreading the field with multiple receivers, Alabama was still putting the quarterback under center and still utilizing a mostly pro-style playbook.

Saban, after years of complaining about how the rules were tilted in favor of spread and hurry-up offenses, was eager to play catch-up with what he called the “fastball guys.”

So two weeks after losing to Auburn, an unlikely visitor started popping up at the Alabama practice field.

Center Ryan Kelly barely noticed Kiffin hanging around those few days in mid-December. Former coaches were always coming and going, Kelly explained.

Speaking to reporters, Saban brushed off the importance of Kiffin’s visit. Never mind that Kiffin was one of the most eccentric and divisive figures in college football. The 38-year-old had recently been fired by USC and was only four years removed from bailing on Tennessee after just one season.

Saban said hosting Kiffin was an opportunity for “professional development.”

“Obviously,” Kelly said, “that was the precursor to what was coming.”

Sims, who was a backup at the time but knew Kiffin from his recruitment by Tennessee, was one of the few players who put two and two together.

“I said, ‘We’re about to be deadly, so cold, because I knew what he would do with our offense,” Sims said. “It was the perfect combination, Coach Saban’s structure and Coach Kiffin’s creative mind.”

In the ensuing days, everything came together. Offensive coordinator Doug Nussmeier told Sims and the rest of the offense that the Sugar Bowl would be his last game at Alabama. He would eventually land the same job at Michigan.

During a recruiting visit, Saban pulled linebackers coach Lance Thompson into a bathroom for a private conversation. Thompson said Saban told him he had three candidates in mind to replace Nussmeier. One of them was Kiffin, whom Thompson had worked for at Tennessee.

Saban asked Thompson, now the inside linebackers coach at Florida Atlantic, what he thought.

“I’d hire Lane, Coach,” he said. “He’s a special playcaller.”

Thompson then paused for a moment. “But I’m going to tell you,” he said, “he’s different.”

Saban didn’t miss a beat.

“I ain’t never had a problem handling an assistant coach,” he said.

Saban would ultimately hire Kiffin and test his confidence about wrangling wayward assistants. Their personalities were so far apart, Thompson said, “It was like Earth and Neptune.”

Their collision caused fireworks at times, but more importantly, it led to the total re-imagining of Alabama’s offense and the resurrection of Kiffin’s career.

“People think you go there because it’s coaching rehab and you get a head job somewhere else,” Kiffin told ESPN earlier this week. “I guess that’s one way to approach it, and some people do. But for me, I look back at all of the things I learned under [Saban] that made me a better coach despite everything that’s been said about our time together and any differences we might have had.”

There were plenty of skeptics when Saban brought Kiffin on board.

“A lot of people might have been surprised when I brought Lane in as coordinator, probably even here in the building,” Saban told ESPN. “But I wanted to grow on offense. We needed to grow, and I felt like he was the best guy at that time to help us do that.”

But this wouldn’t be a simple course correction. Because while Saban wanted to implement the spread and use more tempo, Kiffin had very little history of doing either. At Tennessee and USC, he had run a similar pro-style attack as Alabama.

“He researched all that stuff and we’d go over it,” Saban said. “… So I was kinda learning it from him, and he was learning it from other people.”

For much of the next two years, Kiffin did his homework on those coaches and teams running up-tempo offenses with run-pass elements (RPOs). He paid careful attention to what his former USC brethren Steve Sarkisian was doing as head coach at Washington, racking up more than 600 total yards of offense in a game five times during the 2013 season.

There were also talks with Tom Herman when he was the offensive coordinator at Ohio State and Doug Meacham at TCU. Kiffin said he remained in touch with Chip Kelly, who was then in the NFL with the Philadelphia Eagles after coaching against Kiffin while at Oregon.

That April, during Kiffin’s first spring at Alabama, the Crimson Tide hosted their annual coaching clinic. There were a few usual suspects, such as former Alabama coaches Gene Stallings and Sylvester Croom, but among the headliners was someone with no ties to the school or Saban: Baylor coach and hurry-up offensive guru Art Briles, who was later fired in response to a review of the school’s handling of sexual assault allegations against students, including several football players.

Thompson said Briles’ attendance was no coincidence.

“There’s not a coach that comes to a clinic that Nick doesn’t sit down with individually and talk to and the coaches on the offensive and defensive side of the ball talk to those guys, too,” Thompson said. “Every coach from another program, every coach that’s brought in for an interview, is brought in for a purpose.”

That purpose: “To gain new information.”

Saban and Kiffin left no stone unturned. In their second year together, no-huddle guru Eric Kiesau was brought in on staff as an offensive analyst. Kiesau, now the receivers coach at Auburn, worked under Sarkisian at Washington and was previously the offensive coordinator at Colorado and passing game coordinator at Cal. He was a valuable sounding board for Kiffin on such things as using the sideline boards that help teams go faster on offense.

Alabama ran what was then a school-record 1,088 offensive plays in 2015 after running 1,018 the year before. The Tide had not run more than 898 plays in a season the previous four years.

“Everybody says that I go through so many guys on offense,” Saban said. “Look, I learn from all of them. We went through a transformation when Lane was here … intentionally. It was intentional. I wanted to, and he wanted to, too, and we’ve continued to build.”

The transition wasn’t seamless, though.

For instance: Kelly remembers how frustrated he was when he found out Kiffin wanted to scrap the traditional way quarterbacks signaled for the snap with a voice command like “hike” in favor of clapping. Kelly said he let it be known to his coaches, “How does this make sense? Like, anybody could be clapping, right?”

“There was give and take,” explained Kelly, who’s in his sixth season with the Indianapolis Colts.

That applied to the staff’s interaction with Kiffin, too.

One time, Kelly recalled, he thought offensive line coach Mario Cristobal was going to lose it on Kiffin.

“He was so close to walking into Lane’s office and strangling him,” Kelly said. “Because they were going out to practice and there were five new plays we hadn’t installed and no one could find Lane.”

Over time, Saban grew increasingly frustrated with what he said was a lack of organization on Kiffin’s part.

“I wanted things done a certain way,” Saban said. “I wanted the coaches to meet. I wanted everybody to have input, and that was not his style. Some of the other coaches complained to me about it, and I always said that Lane would be a much better head coach than an assistant because when you’re a head coach and you know what you want to do and you’ve got organized people around you, you really don’t need to be that organized.”

One assistant on that staff joked: “Lane Kiffin and Nick Saban were a match. It just wasn’t a match made in heaven.”

When Kiffin arrived in Tuscaloosa, Blake Sims was no one’s idea of a record-setting SEC quarterback.

AJ McCarron had just left for the NFL and former Florida State quarterback Jake Coker had transferred in, becoming the odds-on favorite to start.

The coaching staff loved Sims, but if they’re being honest, Thompson said, they were surprised he beat out Coker and started a single game. Even Sims admits he was recruited to Alabama by Kirby Smart to play free safety.

“He’d been Scout Team Player of the Week more than anybody in the history of Alabama football,” Thompson said. “He had played running back, safety, quarterback, wide receiver, fullback, tight end. The kid had played everything. He was such a wonderful kid. And then Lane comes and does a great job giving him stuff that he can do.”

Overnight, Sims transformed into a deft distributor of the football, making the kind of quick decisions that allowed All-America receiver Amari Cooper and others to shine.

That was no accident. Thompson said that during the lead up to the season, Kiffin shortened the terminology of plays, cutting 10-word calls in half in order to make things easier for everyone to understand, and Sims responded by passing for more yards (3,487) than anybody in the history of Alabama football had passed for to that point.

Whereas the year before the playbook was the size of a novel, Kelly said, it was suddenly condensed into a single chapter.

“To see a guy who really before that played kind of a utility role turn into that,” Kelly said of Sims, “that was obviously a lot of Lane’s doing. He figured out, ‘What’s this guy’s strengths and weaknesses? And let’s play those advantages.’ And that’s ultimately what he did the entire time I was there my last two years.”

Sims, who’s now playing for the Spokane Shock in the Indoor Football League, would watch tape with Cooper and running back Kenyan Drake of those Matt Leinart and Reggie Bush USC teams when Kiffin was the Trojans’ offensive coordinator.

“It was always amazing to me how he could see one play on film and know immediately how to attack the defense,” Sims said. “He could be standing on the field and see things nobody else could.”

In the Florida game that 2014 season, Kiffin pulled Sims and Drake aside before the game and devised a play for Drake to split out wide as a receiver and Sims to line up in the shotgun in an empty backfield. On the first play from scrimmage, Drake found himself matched against a linebacker and ran a slant-and-go route for an easy 75-yard touchdown reception.

Kiffin said they had never practiced that “sluggo” route with Drake, but that he had this “weird feeling” that Florida would be in man coverage.

“I thought about it at the last minute and we put it in in the locker room,” said Kiffin, adding that Bush ran that similar play for a long touchdown against Notre Dame in 2004.

Sims said: “You just didn’t see Alabama doing that kind of stuff before, but Coach Kiffin was great at getting those matchups and finding ways to get his best players the ball.”

As a playcaller, Saban said Kiffin is the best he’s ever been around.

“He sees how the defense is playing something and immediately knows,” Saban said, snapping his fingers for emphasis, “what he wants to run against it.”

Saban said it’s overblown how much he and Kiffin sparred that first season when it came to football, and even Kiffin said his former boss is a much better listener than people give him credit for, at least in certain areas.

“On scheme, yes. But not when it comes to the structure of his program,” Kiffin said. “It’s hard to argue that, though. Look at his success.”

Much like the “Oh S—” play against LSU, Kiffin was renowned for coming up with plays, even on the day of the game, which made it seem like sandlot football at times. And yes, he felt the wrath of Saban, but it usually was worth it.

“Some people when you get into a very structured environment like that, and you’re a little bit more of a color-outside-the-lines guy, just sort of conform because they can’t handle the pressure if it doesn’t work,” said one former assistant coach. “But Lane would color outside the lines, and if two things worked and two things didn’t work, it wouldn’t faze him mentally.”

One of the areas where Kiffin and Saban clashed most often that first season came on resting players, especially during practice, and cutting down on their reps later in the season.

“I didn’t win many of those battles,” Kiffin said. “Maybe the only one was with Amari Cooper. He was like a running back that year. He caught 124 passes [a school record]. I just wanted to make sure he still had his legs at the end of the season.”

Saban admits that he’s old-school, but not to the point of being stubborn.

“I’m old-school when it comes to doing things right and being disciplined, all that,” Saban said. “I’m not old-school in the technical aspects of playing the game. There are differences, and I don’t think people get that sometimes.

“So I do listen. I listen a lot, listened to Lane [on Cooper]. That’s how you learn. Now, there are some things I’m just not willing to compromise.”

While there might have been some concession on Cooper and his reps that season, a coach on that staff said Saban is unwavering when it comes to practice.

“That wasn’t going to change, and it hasn’t changed,” the coach said. “And anybody who tells you it has changed is lying. The process is the process, and the way [Saban] develops his football team with practice reps is not changing. It wasn’t Lane’s call. It wasn’t my call. It was Coach Saban’s call.

“Now, do you have the ability to get him to expand what his intent is? Yes. Lane got him to expand his thinking on certain things. But change? No.”

In retrospect, Kiffin admits he might have pressed too hard, too fast, on some things.

“Like a lot of people do with a previous marriage, I look back on my time now with Coach Saban differently,” Kiffin said. “I could have done much better with just, ‘Yes sir,’ no matter what he said. That’s the majority of that building. They say, ‘Yes sir,’ no matter what. I guess my issue was that I wasn’t trained that way. I’d been a head coach and an assistant coach to Pete Carroll for six years. Pete Carroll was not a ‘yes sir’ environment at all. It was more, ‘Bring up whatever ideas you want.'”

The two coaches stood at midfield inside Vaught-Hemingway Stadium after one of the most exciting games last season, Kiffin wearing an Ole Miss powder blue face covering and shaking hands with his former boss, Saban, who was decked out in head-to-toe Alabama gear.

For three-and-a-half quarters, they’d gone back and forth in an old fashioned shootout. The final score: Alabama 63, Ole Miss 48.

“That damn Lane, he said it after they played us last year: ‘Everything I told him for three years, he wrote it down,'” Saban would later say. “He said after the game, ‘I did every one of those things in the game.’

“He had a whole notepad of s— that I said was a problem to defend when we were together, and he said, ‘I did every one of them.'”

The two teams combined for an SEC-record 1,370 yards, and the 647 yards the Rebels churned out were the most ever against the Tide.

It was a brand of football that would have been unrecognizable to Saban and Kiffin when they first joined up.

“We used to recruit against Alabama at USC and Tennessee and would say, ‘You’re a great quarterback. Don’t go there. You’ll be a game manager. You’ll never put up big numbers,'” Kiffin said. “If you were a receiver, we would tell them not to go there. Here’s Julio Jones, one of the greatest of all time, and he never had more than 78 catches, but yet, Amari Cooper had 124.”

In Kiffin’s three years in Tuscaloosa, the Tide went 40-4 with three College Football Playoff appearances and one national title.

Of course, Kiffin didn’t make it to Alabama’s national title game that third year, having been dismissed by Saban earlier in the week. Kiffin had taken the head job with Florida Atlantic, and Saban felt he wasn’t paying enough attention to his Alabama job after the Tide scored just two offensive touchdowns and freshman quarterback Jalen Hurts threw for just 57 yards in a 24-7 national semifinal win over Washington.

“You look back and see where you were at fault and what I could have done better,” Kiffin said. “Now I find myself, which is like a kid saying and doing the same things his parents did, sounding a lot like Coach Saban.”

When Kiffin left, Alabama’s offense only got scarier under future offensive coordinators Mike Locksley and Sarkisian. The program produced first-round quarterbacks like Tua Tagovailoa and Mac Jones, who put up record-setting numbers when throwing to game-breaking, first-round receivers like Jerry Jeudy, Henry Ruggs III, Jaylen Waddle and last year’s Heisman winner, DeVonta Smith.

As one longtime staffer said, “There’s a narrative out there that the Alabama offense exploded under Lane, and he was a big part of where it is now. But the explosion came under Locks and Sark. Just look at the numbers over the last few years.”

Alabama has finished in the top three in scoring offense each of the past three years and sixth or better in both total offense and passing offense the past three years. Of course, it has done it with three straight quarterbacks drafted in the first round and nine running backs, receivers or tight ends selected in the first three rounds of the past four drafts.

Most in and around the program at that time also agree that Kiffin’s offenses helped to attract more elite skill people.

“I do feel like the numbers we put up and what we started to do on offense made it more attractive for offensive skill players to come from all over the country because they always got great defensive players,” Kiffin said.

Just look at Alabama’s current quarterback: Bryce Young, a former five-star prospect from California. Young’s father said they didn’t take Alabama seriously as a destination until they saw the offense begin to open up with Tagovailoa at quarterback. Young’s top receivers are John Metchie III, who is from Canada, and Jameson Williams, a Missouri native who transferred from Ohio State.

Kiffin enters Saturday’s matchup with another another California quarterback, Matt Corral, who is lighting up the scoreboards with 14 touchdowns in three games and is the new Heisman front-runner.

Ole Miss leads the country in scoring offense (52.7 points per game) and total offense (638.3 yards per game), while Alabama isn’t far behind with 46.5 points per game.

And now Kiffin has a chance to make good on an old promise when he returns to Tuscaloosa for the first time as an opposing head coach since 2009, his lone year at Tennessee. After the Vols pushed the Tide to the brink before losing, 12-10, the cocky young Kiffin met Saban at midfield.

“Good game, but we’ll get you the next time.”